Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56453 | |
Entity Registrant Name | LIMITLESS X HOLDINGS INC. | |
Entity Central Index Key | 0001803977 | |
Entity Tax Identification Number | 81-1034163 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 9454 Wilshire Blvd., #300 | |
Entity Address, City or Town | Beverly Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90212 | |
City Area Code | (855) | |
Local Phone Number | 413-7030 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,977,497 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash | $ 22,885 | $ 116,100 |
Accounts receivables, net | 185,079 | 116,888 |
Inventories | 74,367 | 21,857 |
Prepaid expenses | 12,500 | 12,500 |
Total current assets | 322,424 | 267,345 |
Non-Current Assets: | ||
Property and equipment, net | 28,292 | 29,410 |
Other assets | 7,235 | 10,985 |
Total non-current assets | 35,527 | 40,395 |
Total assets | 357,951 | 307,740 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 7,814,543 | 7,318,230 |
Accrued interest | 632,111 | 531,149 |
Royalty payable | 34,567 | |
Refunds payable | 8,599 | 41,509 |
Chargebacks payable | 10,749 | 20,755 |
Total current liabilities | 14,307,025 | 13,178,671 |
Total liabilities | 14,307,025 | 13,178,671 |
Commitments and contingencies | ||
Stockholders’ deficit | ||
Common Stock- $0.0001 par value; 300,000,000 authorized shares; 3,977,497 issued and outstanding | 399 | 399 |
Additional paid-in-capital | 13,265,500 | 13,265,500 |
Retained earnings | (27,216,058) | (26,137,915) |
Total stockholders’ deficit | (13,949,074) | (12,870,931) |
Total liabilities and stockholders’ deficit | 357,951 | 307,740 |
Preferred Class A [Member] | ||
Stockholders’ deficit | ||
Preferred Stock Value | 50 | 50 |
Preferred Class B [Member] | ||
Stockholders’ deficit | ||
Preferred Stock Value | 1,035 | 1,035 |
Related Party [Member] | ||
Current Assets: | ||
Due from related parties | 27,593 | |
Current Liabilities: | ||
Notes payable | 619,428 | 80,000 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Notes payable | 35,000 | 35,000 |
Majority Shareholder [Member] | ||
Current Liabilities: | ||
Notes payable | $ 5,152,028 | $ 5,152,028 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 300,000,000 | |
Common stock, shares issued | 3,977,497 | 3,977,497 |
Common stock, shares outstanding | 3,977,497 | 3,977,497 |
Preferred Class A [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Preferred Class B [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 10,349,097 | 10,349,097 |
Preferred stock, shares outstanding | 10,349,097 | 10,349,097 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Total revenue | $ 1,022,525 | $ 6,869,801 |
Cost of sales | ||
Total cost of sales | 159,368 | 1,229,894 |
Gross profit | 863,157 | 5,639,907 |
Operating expenses: | ||
General and administrative | 187,358 | 586,206 |
Advertising and marketing | 721,678 | 10,055,504 |
Transaction fees | 411,268 | |
Merchant fees | 47,667 | 713,194 |
Royalty fees | 34,567 | 284,628 |
Professional fees | 280,066 | 539,157 |
Payroll and payroll taxes | 497,188 | 1,335,927 |
Rent | 69,389 | 41,059 |
Bad debt expense | 232,374 | |
Consulting fees, related party | 7,000 | |
Total operating expenses | 1,837,913 | 14,206,317 |
Loss from operations | (974,756) | (8,566,410) |
Other income (expense) | ||
Interest expense | (100,964) | (225,627) |
Other income | 7,902 | |
Other expense | (10,325) | |
Total other income (expense), net | (103,387) | (225,627) |
Loss before income taxes | (1,078,143) | (8,792,037) |
Income tax provision | 48 | |
Net loss | $ (1,078,143) | $ (8,792,085) |
Net loss per common share - basic | $ (0.27) | $ (2.24) |
Net loss per common share - diluted | $ (0.27) | $ (2.24) |
Weighted average number of common shares - basic | 3,977,497 | 3,929,834 |
Weighted average number of common shares - diluted | 3,977,497 | 3,929,834 |
Product [Member] | ||
Revenue | ||
Total revenue | $ 1,009,534 | $ 6,563,037 |
Service [Member] | ||
Revenue | ||
Total revenue | 12,991 | 291,764 |
Rentals [Member] | ||
Revenue | ||
Total revenue | 15,000 | |
Cost of Sale [Member] | ||
Cost of sales | ||
Total cost of sales | 159,368 | 1,229,894 |
Cost of Sale - Other [Member] | ||
Cost of sales | ||
Total cost of sales |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Preferred Class A [Member] | Preferred Stock [Member] Preferred Class B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 50 | $ 394 | $ 2,966,162 | $ (10,019,342) | $ (7,052,736) | |
Balance, shares at Dec. 31, 2022 | 500,000 | 3,929,834 | ||||
Net loss | (8,792,085) | (8,792,085) | ||||
Balance at Mar. 31, 2023 | $ 50 | $ 394 | 2,966,162 | (18,811,427) | (15,844,821) | |
Balance, shares at Mar. 31, 2023 | 500,000 | 3,929,834 | ||||
Balance at Dec. 31, 2023 | $ 50 | $ 1,035 | $ 399 | 13,265,500 | (26,137,915) | (12,870,931) |
Balance, shares at Dec. 31, 2023 | 500,000 | 10,349,097 | 3,977,497 | |||
Net loss | (1,078,143) | (1,078,143) | ||||
Balance at Mar. 31, 2024 | $ 50 | $ 1,035 | $ 399 | $ 13,265,500 | $ (27,216,058) | $ (13,949,074) |
Balance, shares at Mar. 31, 2024 | 500,000 | 10,349,097 | 3,977,497 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,078,143) | $ (8,792,085) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 1,118 | 1,101 |
Changes in assets and liabilities: | ||
Accounts receivables | (68,191) | (892,124) |
Holdback receivables | (594,385) | |
Inventories | (52,510) | 355,506 |
Other assets | 3,750 | (27,260) |
Accounts payable and accrued expenses | 496,313 | 1,734,114 |
Accrued interest | 100,962 | |
Due to or from related party | (27,593) | |
Refunds payable | 34,567 | 1,219,471 |
Royalty payable | (32,910) | 284,628 |
Chargebacks payable | (10,006) | 517,120 |
Net cash used in operating activities | (632,643) | (6,193,914) |
Cash flows from investing activities: | ||
Purchases of equipment | (1,604) | |
Net cash used in financing activities | (1,604) | |
Cash flows from financing activities: | ||
Proceeds from convertible debt | 500,000 | |
Proceeds from borrowings from related parties | 539,428 | |
Net cash provided by financing activities | 539,428 | 500,000 |
Net increase (decrease) in cash | (93,215) | (5,695,518) |
Cash – beginning of period | 116,100 | 5,843,323 |
Cash – end of period | 22,885 | 147,805 |
Supplemental disclosures of cash flow information | ||
Interest | 2,334 | 1,167 |
Income taxes |
ORGANIZATION AND HISOTRY
ORGANIZATION AND HISOTRY | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND HISOTRY | NOTE 1 – ORGANIZATION AND HISOTRY On May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“Bio Lab”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 300,000 500,000 60 On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. (“Limitless”). The LimitlessX Acquisition was accounted for as a “reverse merger” following the completion of the transaction. For accounting purposes, LimitlessX was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Bio Lab. Accordingly, LimitlessX’s assets, liabilities, and results of operations became the historical financial statements of the registrant. No step-up in basis or intangible assets or goodwill was recorded in this transaction. The Company (as defined below) is a lifestyle brand, focused in the health and wellness industry. Initially, the Company focused on nutritional supplements, wellness studies, and interactive training videos and has since focused its business on performance marketing, sales of digital services, and sales of products. The Company’s mission is to provide businesses a turnkey solution to sell their products. Company teams include sales, marketing, user interface design (UI), user experience design (UX), fulfillment, customer support, labeling, product manufacturing, consulting, retailing, and payment processing, among others. The Company currently offers products online only. The Company has manufacturing and distribution licensing agreements to market, manufacture, sell, and distribute branded products on behalf of its clients. The Company orders products from third party partner manufacturers that make the products according to the Company’s custom formulations, and brands them using the Company’s licensed trademarks. Products are then marketed and sold direct to consumers online. Orders are fulfilled and shipped directly from the Company’s licensors. The Company plans to offer global marketing services across all areas of the sales process, including market research, brand and product development, and digital advertising operating as an integrated marketing agency. The Company operates in the following product and service sectors: (i) health products and (ii) digital marketing services. The health products sector included the sales of health products in two primary vertical markets: (1) health & wellness; and (2) beauty & skincare. The digital marketing service sector includes digital marketing; digital and print design; social media marketing; and direct-to-consumer marketing. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany balances and transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for any future periods or the year ending December 31, 2024. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 18, 2024. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 27.2 1.1 0.6 To support our existing and planned business model, the Company needs to raise additional capital to fund our future operations. The Company has not experienced any difficulty in raising funds through loans and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations and cash flows. Additional debt financing is anticipated to fund the Company’s operations in near future. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern. Principles of Consolidation and Reporting The accompanying consolidated financial statements include the accounts of Limitless X Holdings Inc. (a holding company) and its wholly owned operating subsidiaries: Limitless X, Inc. and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Concentration of Credit Risk The Company offers its products and services to a large number of customers. The risk of non-payment by these customers is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its customers. Accounts Receivable, net Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible. Holdback Receivables The Company primarily sells its products online using various third-party sales affiliates. These affiliates (online marketing campaign companies) are paid certain commission based on their ability to provide the Company’s products through online sales. All payments are processed through various gateways and are settled through the Company’s payment gateway settler. The Company payment gateway settler is not responsible for settlements that are not paid due to processing bank failure. The Company holds responsibility for all the risk in all transactions and processing systems. The payment gateway settler charges a reserve fee to mitigate the risk on their end for any loss of funds or damages. Distributions of the holdback receivables from the third-party payment gateway settler are based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount, and so on. In order to mitigate processing risks, there are policies regarding reserve requirements and payment in arrears in place. The total holdback receivables balance reflects the 0 10 1,300,855 55 NIL NIL Inventories Inventories are valued at the lower-of cost or net realizable value on a first-in, first-out basis, adjusted for the value of inventory that is determined to be excess, obsolete, expired, or unsaleable. Inventories primarily consisted of finished goods. Advertising and Marketing Advertising and marketing costs are charged to expense as incurred. Advertising and marketing costs were approximately $ 721,678 10,055,504 Property and Equipment Property and equipment are recorded at cost and consists of screen video and related equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of property and equipment is over the estimated useful life of five to ten years using the straight-line method for consolidated financial statement purposes. Revenue Recognition ● Product Sales The Company recognizes revenue when performance obligations under the terms of a contract with a customer are satisfied. The Company has determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products. This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary. The Company’s customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be extended, the majority of the Company’s payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet. The Company utilizes third-party contract manufacturers for the manufacture of its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases as it retains the responsibility for fulfillment and risk of loss, as well as for establishing the price. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, the Company has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of Goods Sold in the Statements of Operations. ● Service Revenue Service revenue consists of digital marketing revenue. Revenue related to digital marketing is recognized over time as services are provided to the customer. The Company sells digital marketing, digital and print design, social media marketing, and direct-to-consumer marketing and thus uses standalone selling prices as the basis for revenue. Payment for digital marketing services is typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. There was no deferred revenue related to services revenue as of March 31, 2024 and December 31, 2023. Cost of Sales Cost of sales includes the cost of inventory sold during the period, as well as commission fees, returns, chargebacks, distribution, and shipping and handling costs. The amount shown is net of various rebates from third-party vendors in the form of payments. Refunds Payable If customers are not satisfied for any reason, they may request a full refund, processed to the original form of payment, within 30 days from the order date. If the order has already been shipped, the Company charges a 20 8,599 41,509 Chargebacks Payable Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer. As of March 31, 2024 and December 31, 2023, chargebacks payable were $ 10,749 20,755 Convertible Debt Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the Consolidated Statement of Operations. The debt discount is amortized through interest expense over the life of the debt. If the conversion feature does not qualify for derivative treatment, the convertible debt is treated as traditional debt. Income Taxes The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood Earnings (Loss) per Share The Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share (“EPS”) is computed by dividing earnings (losses) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had a loss for the three months ended March 31, 2024 and 2023. Equity Based Payments The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation - Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the three months ended March 31, 2024 and 2023, the Company granted no securities under its 2020 Stock Incentive Plan, 2022 Restricted Stock Plan, and 2022 Stock Option Plan. General Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited. The Company purchases inventories from a few suppliers, and the Company’s one largest supplier accounted for 100 99 Operating Lease In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has month-to-month lease as of March 31, 2024. Fair Value Measurements The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. Recent Accounting Pronouncements In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020. The Company is currently evaluating the effects the adoption of this guidance will have on the financial statements and does not expect that the adoption of this ASU will be material to its financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, 2024 2023 Machinery and equipment $ 39,068 $ 39,068 Total 39,068 39,068 Less: accumulated depreciation (10,776 ) (9,658 ) Total equipment, net $ 28,292 $ 29,410 Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 1,118 1,101 |
ROYALTY PAYABLES
ROYALTY PAYABLES | 3 Months Ended |
Mar. 31, 2024 | |
Royalty Payables | |
ROYALTY PAYABLES | NOTE 4 – ROYALTY PAYABLES Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose,” and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder of the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed to pay to such Licensors royalty payments equal to 4.00 On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI. The Company was required to start paying all earned royalties to each of the Licensors beginning on June 15, 2022. As of October 1, 2023, the royalty payable was $ 1,557,432 2,363,151 805,719 805,719 34,567 NIL |
NOTE PAYABLE
NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 5 – NOTE PAYABLE On March 1, 2021, an individual loaned Prime Time Live, Inc. $ 35,000 10 May 31, 2023 35,000 |
NOTES PAYABLE TO SHAREHOLDER
NOTES PAYABLE TO SHAREHOLDER | 3 Months Ended |
Mar. 31, 2024 | |
NotesPayableToShareholderLineItems [Line Items] | |
NOTES PAYABLE TO SHAREHOLDER | NOTE 5 – NOTE PAYABLE On March 1, 2021, an individual loaned Prime Time Live, Inc. $ 35,000 10 May 31, 2023 35,000 |
Majority Shareholder [Member] | |
NotesPayableToShareholderLineItems [Line Items] | |
NOTES PAYABLE TO SHAREHOLDER | NOTE 6 – NOTES PAYABLE TO SHAREHOLDER Notes payable to shareholders consisted of the following: SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER March 31, December 31, 2024 2023 December 6, 2021 ($50,000) $ 50,000 $ 50,000 December 6, 2021 ($ 50,000 $ 50,000 $ 50,000 February 11, 2022 ($ 150,000 150,000 150,000 May 8, 2022 ($ 550,000 550,000 550,000 May 9, 2022 ($ 1,100,000 1,100,000 1,100,000 May 16, 2022 ($ 450,000 450,000 450,000 June 1, 2022 ($ 500,000 500,000 500,000 June 30, 2022 ($ 922,028 922,028 922,028 August 25, 2022 ($ 290,000 290,000 290,000 November 15, 2022 ($ 450,000 450,000 450,000 May 16, 2023 ($ 150,000 150,000 150,000 May 18, 2023 ($ 50,000 50,000 50,000 June 5, 2023 ($ 150,000 150,000 150,000 June 20, 2023 ($ 50,000 50,000 50,000 July 13, 2023 ($ 50,000 50,000 50,000 August 1, 2023 ($ 190,000 190,000 190,000 August 7, 2023 ($ 50,000 50,000 50,000 Total notes payable to stockholder (current) $ 5,152,028 $ 5,152,028 December 6, 2021 – $50,000 On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $ 50,000 50,000 50,000 4,303 6 51,640 February 11, 2022 – $150,000 On February 11, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 150,000 150,000 150,000 12,910 6 154,920 May 8, 2022 – $550,000 On May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 550,000 550,000 550,000 47,337 6 568,038 May 16, 2022 – $1,100,000 On May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 1,100,000 1,100,000 1,100,000 8.5 May 18, 2022 – $450,000 On May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 450,000 450,000 450,000 8.5 June 1, 2022 – $500,000 On June 1, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 500,000 500,000 500,000 43,494 8 521,931 June 30, 2022 – $922,028 On June 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 922,028 922,028 922,028 80,206 8 962,469 August 25, 2022 – $290,000 On August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $ 290,000 10 290,000 290,000 November 15, 2022 – $450,000 On November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 450,000 10 450,000 450,000 May 16, 2023 – $150,000 On May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ 150,000 10 150,000 May 18, 2023 – $50,000 On May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ 50,000 10 50,000 June 5, 2023 – $150,000 On June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ 150,000 10 150,000 Funding Commitment Agreement On June 3, 2023, the Company entered into a Funding Commitment Agreement (the “Funding Commitment”) with its Chief Executive Officer and Chairman of the Board of Directors, Jaspreet Mathur, wherein Mr. Mathur committed to provide up to $ 1,000,000 10 1.50 SCHEDULE OF FUNDING COMMITMENT March 31, December 31, 2024 2023 June 20, 2023 ($ 50,000 $ 50,000 $ 50,000 July 13, 2023 ($ 50,000 50,000 50,000 August 1, 2023 ($ 190,000 190,000 190,000 August 7, 2023 ($ 50,000 50,000 50,000 Total notes payable to related parties (current) $ 340,000 $ 340,000 As of March 31, 2024 and December 31, 2023, the balance of the Funding Commitment was $ 340,000 340,000 |
NOTES PAYABLE TO RELATED PARTIE
NOTES PAYABLE TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
NotesPayableToRelatedPartiesLineItems [Line Items] | |
NOTES PAYABLE TO RELATED PARTIES | NOTE 5 – NOTE PAYABLE On March 1, 2021, an individual loaned Prime Time Live, Inc. $ 35,000 10 May 31, 2023 35,000 |
Related Party [Member] | |
NotesPayableToRelatedPartiesLineItems [Line Items] | |
NOTES PAYABLE TO RELATED PARTIES | NOTE 7 – NOTES PAYABLE TO RELATED PARTIES Notes payable to related parties consisted of the following: SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES March 31, December 31, 2024 2023 May 10, 2022 ($ 12,500 $ 12,500 $ 12,500 May 10, 2022 ($ 12,500 12,500 12,500 May 10, 2022 ($ 20,000 20,000 20,000 May 31, 2022 ($ 5,000 5,000 5,000 May 31, 2022 ($ 15,000 15,000 15,000 June 9, 2022 ($ 15,000 15,000 15,000 March 12. 2024 ($ 20,000 20,000 - March 15, 2024 ($ 419,428 419,428 - March 27, 2024 ($ 100,000 100,000 - Total notes payable to related parties (current) $ 619,428 $ 80,000 May 10, 2022 - $12,500 On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 12,500 10 May 10, 2023 12,500 12,500 May 10, 2022 - $12,500 On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 12,500 10 May 10, 2023 12,500 12,500 May 10, 2022 - $20,000 On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 20,000 10 May 10, 2023 20,000 20,000 May 31, 2022 - $5,000 On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 5,000 10 May 31, 2023 5,000 5,000 May 31, 2022 - $15,000 On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 15,000 10 May 31, 2023 15,000 15,000 June 9, 2022 - $15,000 On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 15,000 10 May 10, 2023 15,000 15,000 March 12, 2024 - $20,000 On March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $ 20,000 10 March 15, 2024 - $419,428 On March 12, 2024, Emblaze One, a company owned by the shareholder of the company, a related party, provided $ 419,428 10 March 27, 2024 - $100,000 On March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $ 100,000 10 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Common Stock As of March 31, 2024 and December 31, 2023, the Company has 300,000,000 authorized shares of common stock par value $ 0.0001 per share. As of March 31, 2024 and December 31, 2023, there was a total of 3,977,497 shares issued and outstanding, respectively. Preferred Stock As of March 31, 2024 and December 31, 2023, the Company has authorized 30,000,000 500,000 ● Class A Convertible Stock As of March 31, 2024 and December 31, 2023, there were a total of 500,000 The Class A Preferred Stock, when voting as a single class, has the votes of at least 60% of the voting power of the Company. Further, the holder of the Class A Preferred Stock can convert one share of Class A Preferred Stock into two shares of the Company’s common stock, subject to adjustment. In addition, the holder of the Class A Preferred Stock is entitled to a liquidation preference of the Company senior to all other securities of the Company ● Class B Convertible Stock On October 23, 2023, pursuant to certain Conversion Agreements, the Company issued an aggregate of 10,349,097 9,675,000 674,097 3.00 |
EQUITY BASED PAYMENTS
EQUITY BASED PAYMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY BASED PAYMENTS | NOTE 9 – EQUITY BASED PAYMENTS The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. Stock Incentive Plans Effective January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). A total of 2,222 no Effective August 9, 2022, the Company adopted its 2022 Incentive and Non-statutory Stock Option Plan (the “2022 Stock Option Plan”). Under the 2022 Stock Option Plan, the Board of Directors may grant options to purchase common stock to officers, employees, and other persons who provide services to the Company. A total of 833,333 no Effective August 9, 2022, the Company adopted its 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”). Under the 2022 Restricted Stock Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 no |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS The Company had the following related party transactions: ● Due from Related Parties The Company had related party, Amarose, Inc., a company owned by the shareholder of the company, in the amount of receivables of $ 27,593 ● Royalty Payables – 4.00 34,567 NIL ● Notes Payable to Shareholder – 5,152,028 ● Notes Payable to Related Parties – 619,428 80,000 ● Consulting Fees 0 7,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Contingencies From time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is of the opinion that such matters will be resolved without material effect on the Company’s financial condition or results of operations. The Company did not have any legal actions or claims that have a material effect on the results of operation or financial position of the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after March 31, 2024. During this period, the Company did not have any material recognizable subsequent events required to be disclosed. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 27.2 1.1 0.6 To support our existing and planned business model, the Company needs to raise additional capital to fund our future operations. The Company has not experienced any difficulty in raising funds through loans and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations and cash flows. Additional debt financing is anticipated to fund the Company’s operations in near future. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern. |
Principles of Consolidation and Reporting | Principles of Consolidation and Reporting The accompanying consolidated financial statements include the accounts of Limitless X Holdings Inc. (a holding company) and its wholly owned operating subsidiaries: Limitless X, Inc. and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation. |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). |
Concentration of Credit Risk | Concentration of Credit Risk The Company offers its products and services to a large number of customers. The risk of non-payment by these customers is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its customers. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible. |
Holdback Receivables | Holdback Receivables The Company primarily sells its products online using various third-party sales affiliates. These affiliates (online marketing campaign companies) are paid certain commission based on their ability to provide the Company’s products through online sales. All payments are processed through various gateways and are settled through the Company’s payment gateway settler. The Company payment gateway settler is not responsible for settlements that are not paid due to processing bank failure. The Company holds responsibility for all the risk in all transactions and processing systems. The payment gateway settler charges a reserve fee to mitigate the risk on their end for any loss of funds or damages. Distributions of the holdback receivables from the third-party payment gateway settler are based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount, and so on. In order to mitigate processing risks, there are policies regarding reserve requirements and payment in arrears in place. The total holdback receivables balance reflects the 0 10 1,300,855 55 NIL NIL |
Inventories | Inventories Inventories are valued at the lower-of cost or net realizable value on a first-in, first-out basis, adjusted for the value of inventory that is determined to be excess, obsolete, expired, or unsaleable. Inventories primarily consisted of finished goods. |
Advertising and Marketing | Advertising and Marketing Advertising and marketing costs are charged to expense as incurred. Advertising and marketing costs were approximately $ 721,678 10,055,504 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and consists of screen video and related equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of property and equipment is over the estimated useful life of five to ten years using the straight-line method for consolidated financial statement purposes. |
Revenue Recognition | Revenue Recognition ● Product Sales The Company recognizes revenue when performance obligations under the terms of a contract with a customer are satisfied. The Company has determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products. This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary. The Company’s customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be extended, the majority of the Company’s payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet. The Company utilizes third-party contract manufacturers for the manufacture of its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases as it retains the responsibility for fulfillment and risk of loss, as well as for establishing the price. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, the Company has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of Goods Sold in the Statements of Operations. ● Service Revenue Service revenue consists of digital marketing revenue. Revenue related to digital marketing is recognized over time as services are provided to the customer. The Company sells digital marketing, digital and print design, social media marketing, and direct-to-consumer marketing and thus uses standalone selling prices as the basis for revenue. Payment for digital marketing services is typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. There was no deferred revenue related to services revenue as of March 31, 2024 and December 31, 2023. |
Cost of Sales | Cost of Sales Cost of sales includes the cost of inventory sold during the period, as well as commission fees, returns, chargebacks, distribution, and shipping and handling costs. The amount shown is net of various rebates from third-party vendors in the form of payments. |
Refunds Payable | Refunds Payable If customers are not satisfied for any reason, they may request a full refund, processed to the original form of payment, within 30 days from the order date. If the order has already been shipped, the Company charges a 20 8,599 41,509 |
Chargebacks Payable | Chargebacks Payable Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer. As of March 31, 2024 and December 31, 2023, chargebacks payable were $ 10,749 20,755 |
Convertible Debt | Convertible Debt Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the Consolidated Statement of Operations. The debt discount is amortized through interest expense over the life of the debt. If the conversion feature does not qualify for derivative treatment, the convertible debt is treated as traditional debt. |
Income Taxes | Income Taxes The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share (“EPS”) is computed by dividing earnings (losses) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had a loss for the three months ended March 31, 2024 and 2023. |
Equity Based Payments | Equity Based Payments The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation - Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the three months ended March 31, 2024 and 2023, the Company granted no securities under its 2020 Stock Incentive Plan, 2022 Restricted Stock Plan, and 2022 Stock Option Plan. |
General Concentrations of Risk | General Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited. The Company purchases inventories from a few suppliers, and the Company’s one largest supplier accounted for 100 99 |
Operating Lease | Operating Lease In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has month-to-month lease as of March 31, 2024. |
Fair Value Measurements | Fair Value Measurements The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020. The Company is currently evaluating the effects the adoption of this guidance will have on the financial statements and does not expect that the adoption of this ASU will be material to its financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, 2024 2023 Machinery and equipment $ 39,068 $ 39,068 Total 39,068 39,068 Less: accumulated depreciation (10,776 ) (9,658 ) Total equipment, net $ 28,292 $ 29,410 |
NOTES PAYABLE TO SHAREHOLDER (T
NOTES PAYABLE TO SHAREHOLDER (Tables) - Shareholder [Member] | 3 Months Ended |
Mar. 31, 2024 | |
NotesPayableToShareholderLineItems [Line Items] | |
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER | Notes payable to shareholders consisted of the following: SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER March 31, December 31, 2024 2023 December 6, 2021 ($50,000) $ 50,000 $ 50,000 December 6, 2021 ($ 50,000 $ 50,000 $ 50,000 February 11, 2022 ($ 150,000 150,000 150,000 May 8, 2022 ($ 550,000 550,000 550,000 May 9, 2022 ($ 1,100,000 1,100,000 1,100,000 May 16, 2022 ($ 450,000 450,000 450,000 June 1, 2022 ($ 500,000 500,000 500,000 June 30, 2022 ($ 922,028 922,028 922,028 August 25, 2022 ($ 290,000 290,000 290,000 November 15, 2022 ($ 450,000 450,000 450,000 May 16, 2023 ($ 150,000 150,000 150,000 May 18, 2023 ($ 50,000 50,000 50,000 June 5, 2023 ($ 150,000 150,000 150,000 June 20, 2023 ($ 50,000 50,000 50,000 July 13, 2023 ($ 50,000 50,000 50,000 August 1, 2023 ($ 190,000 190,000 190,000 August 7, 2023 ($ 50,000 50,000 50,000 Total notes payable to stockholder (current) $ 5,152,028 $ 5,152,028 |
SCHEDULE OF FUNDING COMMITMENT | SCHEDULE OF FUNDING COMMITMENT March 31, December 31, 2024 2023 June 20, 2023 ($ 50,000 $ 50,000 $ 50,000 July 13, 2023 ($ 50,000 50,000 50,000 August 1, 2023 ($ 190,000 190,000 190,000 August 7, 2023 ($ 50,000 50,000 50,000 Total notes payable to related parties (current) $ 340,000 $ 340,000 |
NOTES PAYABLE TO RELATED PART_2
NOTES PAYABLE TO RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party [Member] | |
NotesPayableToRelatedPartiesLineItems [Line Items] | |
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES | Notes payable to related parties consisted of the following: SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES March 31, December 31, 2024 2023 May 10, 2022 ($ 12,500 $ 12,500 $ 12,500 May 10, 2022 ($ 12,500 12,500 12,500 May 10, 2022 ($ 20,000 20,000 20,000 May 31, 2022 ($ 5,000 5,000 5,000 May 31, 2022 ($ 15,000 15,000 15,000 June 9, 2022 ($ 15,000 15,000 15,000 March 12. 2024 ($ 20,000 20,000 - March 15, 2024 ($ 419,428 419,428 - March 27, 2024 ($ 100,000 100,000 - Total notes payable to related parties (current) $ 619,428 $ 80,000 |
ORGANIZATION AND HISOTRY (Detai
ORGANIZATION AND HISOTRY (Details Narrative) - shares | May 20, 2022 | Mar. 31, 2024 | Dec. 31, 2023 |
Class A Convertible Preferred Stock [Member] | |||
Preferred stock shares issued | 500,000 | 500,000 | |
Helion Holdings LLC [Member] | Jaspreet Mathur [Member] | Class A Convertible Preferred Stock [Member] | |||
Preferred stock shares issued | 500,000 | ||
Common Stock [Member] | Bio Lab Naturals, Inc [Member] | |||
Outstanding shares percentage | 60% | ||
Common Stock [Member] | Bio Lab Naturals, Inc [Member] | Limitless X Shareholders [Member] | |||
Number of shares acquisitions | 3,233,334 | ||
Number of additional shares issued | 300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Product Information [Line Items] | |||
Accumulated deficit | $ (27,216,058) | $ (26,137,915) | |
Net loss | (1,078,143) | $ (8,792,085) | |
Net cash used in operating activities | $ (632,643) | (6,193,914) | |
Hold receivables percentage | 55% | ||
Hold receivables, allowance for doubtful accounts | $ 1,300,855 | ||
Holdback receivables | |||
Advertising and marketing cost | $ 721,678 | $ 10,055,504 | |
Refunds payable percentage | 20% | ||
Refunds payable | $ 8,599 | 41,509 | |
Chargebacks payable | $ 10,749 | $ 20,755 | |
Income Tax Examination, Likelihood of Unfavorable Settlement | greater than 50% likelihood | ||
3 Largest Suppliers [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 100% | 99% | |
Minimum [Member] | |||
Product Information [Line Items] | |||
Hold receivables percentage | 0% | ||
Maximum [Member] | |||
Product Information [Line Items] | |||
Hold receivables percentage | 10% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $ 39,068 | $ 39,068 |
Total | 39,068 | 39,068 |
Less: accumulated depreciation | (10,776) | (9,658) |
Total equipment, net | $ 28,292 | $ 29,410 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,118 | $ 1,101 |
ROYALTY PAYABLES (Details Narra
ROYALTY PAYABLES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Oct. 01, 2023 | Dec. 01, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Royalty expense | $ 1,557,432 | $ 34,567 | $ 284,628 | ||
Inventories provided back | 2,363,151 | ||||
Accounts receivable | $ 805,719 | ||||
Limitless Performance Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Royalty payables percentage | 4% |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - Prime Time Live Inc [Member] - USD ($) | Mar. 01, 2021 | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | |||
Balance payable | $ 35,000 | $ 35,000 | |
Individual Counterparty [Member] | Unsecured Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable | $ 35,000 | ||
Interest rate | 10% | ||
Note payable, maturity date | May 31, 2023 |
SCHEDULE OF NOTES PAYABLE TO SH
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 07, 2023 | Aug. 01, 2023 | Jul. 13, 2023 | Jun. 20, 2023 | Jun. 05, 2023 | May 18, 2023 | May 16, 2023 | Nov. 15, 2022 | Sep. 30, 2022 | Aug. 25, 2022 | Jun. 30, 2022 | Jun. 01, 2022 | May 18, 2022 | May 16, 2022 | May 09, 2022 | May 08, 2022 | Feb. 11, 2022 | Dec. 06, 2021 |
Majority Shareholder One [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||
Majority Shareholder Two [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 150,000 | 150,000 | $ 150,000 | |||||||||||||||||
Majority Shareholder Three [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 550,000 | 550,000 | $ 550,000 | |||||||||||||||||
Majority Shareholder Four [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 1,100,000 | 1,100,000 | $ 1,100,000 | $ 1,100,000 | ||||||||||||||||
Majority Shareholder Five [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 450,000 | 450,000 | $ 450,000 | $ 450,000 | ||||||||||||||||
Majority Shareholder Six [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 500,000 | 500,000 | $ 500,000 | |||||||||||||||||
Majority Shareholder Seven [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 922,028 | 922,028 | $ 922,028 | $ 922,028 | ||||||||||||||||
Majority Shareholder Eight [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 290,000 | 290,000 | $ 290,000 | |||||||||||||||||
Majority Shareholder Nine [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 450,000 | 450,000 | $ 450,000 | |||||||||||||||||
Majority Shareholder Ten [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 150,000 | 150,000 | $ 150,000 | |||||||||||||||||
Majority Shareholder Eleven [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 50,000 | 50,000 | $ 50,000 | |||||||||||||||||
Majority Shareholder Twelve [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 150,000 | 150,000 | $ 150,000 | |||||||||||||||||
Majority Shareholder Thirteen [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 50,000 | 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||
Majority Shareholder Fourteen [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 50,000 | 50,000 | $ 50,000 | |||||||||||||||||
Majority Shareholder Fifteen [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 190,000 | 190,000 | $ 190,000 | |||||||||||||||||
Majority Shareholder Sixteen [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | 50,000 | 50,000 | $ 50,000 | |||||||||||||||||
Majority Shareholder [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Total notes payable to stockholder (current) | $ 5,152,028 | $ 5,152,028 |
SCHEDULE OF NOTES PAYABLE TO _2
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER (Details) (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 07, 2023 | Aug. 01, 2023 | Jul. 13, 2023 | Jun. 20, 2023 | Jun. 05, 2023 | May 18, 2023 | May 16, 2023 | Nov. 15, 2022 | Sep. 30, 2022 | Aug. 25, 2022 | Jun. 30, 2022 | Jun. 01, 2022 | May 18, 2022 | May 16, 2022 | May 09, 2022 | May 08, 2022 | Feb. 11, 2022 | Dec. 06, 2021 |
Majority Shareholder One [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||
Majority Shareholder Two [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 150,000 | 150,000 | $ 150,000 | |||||||||||||||||
Majority Shareholder Three [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 550,000 | 550,000 | $ 550,000 | |||||||||||||||||
Majority Shareholder Four [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 1,100,000 | 1,100,000 | $ 1,100,000 | $ 1,100,000 | ||||||||||||||||
Majority Shareholder Five [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 450,000 | 450,000 | $ 450,000 | $ 450,000 | ||||||||||||||||
Majority Shareholder Six [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 500,000 | 500,000 | $ 500,000 | |||||||||||||||||
Majority Shareholder Seven [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 922,028 | 922,028 | $ 922,028 | $ 922,028 | ||||||||||||||||
Majority Shareholder Eight [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 290,000 | 290,000 | $ 290,000 | |||||||||||||||||
Majority Shareholder Nine [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 450,000 | 450,000 | $ 450,000 | |||||||||||||||||
Majority Shareholder Ten [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 150,000 | 150,000 | $ 150,000 | |||||||||||||||||
Majority Shareholder Eleven [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 50,000 | 50,000 | $ 50,000 | |||||||||||||||||
Majority Shareholder Twelve [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 150,000 | 150,000 | $ 150,000 | |||||||||||||||||
Majority Shareholder Thirteen [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 50,000 | 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||
Majority Shareholder Fourteen [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 50,000 | 50,000 | $ 50,000 | |||||||||||||||||
Majority Shareholder Fifteen [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | 190,000 | 190,000 | $ 190,000 | |||||||||||||||||
Majority Shareholder Sixteen [Member] | ||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | ||||||||||||||||||||
Notes payable | $ 50,000 | $ 50,000 | $ 50,000 |
SCHEDULE OF FUNDING COMMITMENT
SCHEDULE OF FUNDING COMMITMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 07, 2023 | Aug. 01, 2023 | Jul. 13, 2023 | Jun. 20, 2023 | Jun. 05, 2023 |
Majority Shareholder Thirteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||
Majority Shareholder Fourteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | 50,000 | 50,000 | $ 50,000 | ||||
Majority Shareholder Fifteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | 190,000 | 190,000 | $ 190,000 | ||||
Majority Shareholder Sixteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | 50,000 | 50,000 | $ 50,000 | ||||
Funding Commitment [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | 340,000 | 340,000 | |||||
Funding Commitment [Member] | Majority Shareholder Thirteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | 50,000 | 50,000 | |||||
Funding Commitment [Member] | Majority Shareholder Fourteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | 50,000 | 50,000 | |||||
Funding Commitment [Member] | Majority Shareholder Fifteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | 190,000 | 190,000 | |||||
Funding Commitment [Member] | Majority Shareholder Sixteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Notes payable | $ 50,000 | $ 50,000 |
SCHEDULE OF FUNDING COMMITMEN_2
SCHEDULE OF FUNDING COMMITMENT (Details) (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 07, 2023 | Aug. 01, 2023 | Jul. 13, 2023 | Jun. 20, 2023 | Jun. 05, 2023 |
Majority Shareholder Thirteen [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Notes payable | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||
Majority Shareholder Fourteen [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Notes payable | 50,000 | 50,000 | $ 50,000 | ||||
Majority Shareholder Fifteen [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Notes payable | 190,000 | 190,000 | $ 190,000 | ||||
Majority Shareholder Sixteen [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Notes payable | $ 50,000 | $ 50,000 | $ 50,000 |
NOTES PAYABLE TO SHAREHOLDER (D
NOTES PAYABLE TO SHAREHOLDER (Details Narrative) - USD ($) | Aug. 01, 2023 | Jul. 01, 2023 | May 01, 2023 | Aug. 01, 2022 | Jun. 01, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 05, 2023 | Jun. 03, 2023 | May 18, 2023 | May 16, 2023 | Nov. 15, 2022 | Sep. 30, 2022 | Aug. 25, 2022 | Jun. 30, 2022 | Jun. 19, 2022 | Jun. 17, 2022 | May 18, 2022 | May 16, 2022 | May 09, 2022 | May 08, 2022 | Feb. 11, 2022 | Dec. 06, 2021 |
Funding Commitment [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | $ 340,000 | $ 340,000 | |||||||||||||||||||||
Funding commitment | 340,000 | 340,000 | |||||||||||||||||||||
Funding Commitment [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||||||
Working capital | $ 1,000,000 | ||||||||||||||||||||||
Funding Commitment [Member] | Chief Executive Officer [Member] | Preferred Class B [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Conversion price | $ 1.50 | ||||||||||||||||||||||
Majority Shareholder One [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 50,000 | 50,000 | $ 50,000 | ||||||||||||||||||||
Payments for loans | $ 51,640 | $ 4,303 | |||||||||||||||||||||
Debt interest rate | 6% | ||||||||||||||||||||||
Majority Shareholder Two [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 150,000 | 150,000 | $ 150,000 | ||||||||||||||||||||
Payments for loans | 154,920 | $ 12,910 | |||||||||||||||||||||
Debt interest rate | 6% | ||||||||||||||||||||||
Majority Shareholder Three [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 550,000 | 550,000 | $ 550,000 | ||||||||||||||||||||
Payments for loans | $ 568,038 | $ 47,337 | |||||||||||||||||||||
Debt interest rate | 6% | ||||||||||||||||||||||
Majority Shareholder Four [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 1,100,000 | 1,100,000 | $ 1,100,000 | $ 1,100,000 | |||||||||||||||||||
Debt interest rate | 8.50% | ||||||||||||||||||||||
Majority Shareholder Five [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 450,000 | 450,000 | $ 450,000 | $ 450,000 | |||||||||||||||||||
Debt interest rate | 8.50% | ||||||||||||||||||||||
Majority Shareholder Six [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | $ 500,000 | 500,000 | 500,000 | ||||||||||||||||||||
Payments for loans | $ 521,931 | $ 43,494 | |||||||||||||||||||||
Debt interest rate | 8% | ||||||||||||||||||||||
Majority Shareholder Seven [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 922,028 | 922,028 | $ 922,028 | $ 922,028 | |||||||||||||||||||
Payments for loans | $ 962,469 | $ 80,206 | |||||||||||||||||||||
Debt interest rate | 8% | ||||||||||||||||||||||
Majority Shareholder Eight [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 290,000 | 290,000 | $ 290,000 | ||||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||||||
Majority Shareholder Nine [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 450,000 | 450,000 | $ 450,000 | ||||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||||||
Majority Shareholder Ten [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 150,000 | 150,000 | $ 150,000 | ||||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||||||
Majority Shareholder Eleven [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | 50,000 | 50,000 | $ 50,000 | ||||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||||||
Majority Shareholder Twelve [Member] | |||||||||||||||||||||||
NotesPayableToShareholderLineItems [Line Items] | |||||||||||||||||||||||
Notes payable | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||
Debt interest rate | 10% |
SCHEDULE OF NOTES PAYABLE TO RE
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES (Details) - USD ($) | Mar. 31, 2024 | Mar. 27, 2024 | Mar. 12, 2024 | Dec. 31, 2023 | Jun. 09, 2022 | May 31, 2022 | May 10, 2022 |
Related Parties One [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | $ 12,500 | $ 12,500 | $ 12,500 | ||||
Related Parties Two [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 12,500 | 12,500 | 12,500 | ||||
Related Parties Three [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 20,000 | 20,000 | 20,000 | ||||
Related Parties Four [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 5,000 | 5,000 | $ 5,000 | ||||
Related Parties Five [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 15,000 | 15,000 | $ 15,000 | ||||
Related Parties Six [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 15,000 | 15,000 | $ 15,000 | $ 15,000 | |||
Related Parties Seven [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 20,000 | $ 20,000 | |||||
Related Parties Eight [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 419,428 | 419,428 | |||||
Related Parties Nine [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 100,000 | $ 100,000 | $ 100,000 | ||||
Related Party [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | $ 619,428 | $ 80,000 |
SCHEDULE OF NOTES PAYABLE TO _3
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES (Details) (Parenthetical) - USD ($) | Mar. 31, 2024 | Mar. 27, 2024 | Mar. 12, 2024 | Dec. 31, 2023 | Jun. 09, 2022 | May 31, 2022 | May 10, 2022 |
Related Parties One [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | $ 12,500 | $ 12,500 | $ 12,500 | ||||
Related Parties Two [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 12,500 | 12,500 | 12,500 | ||||
Related Parties Three [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 20,000 | 20,000 | 20,000 | ||||
Related Parties Four [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 5,000 | 5,000 | $ 5,000 | ||||
Related Parties Five [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 15,000 | 15,000 | $ 15,000 | ||||
Related Parties Six [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 15,000 | 15,000 | $ 15,000 | $ 15,000 | |||
Related Parties Seven [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 20,000 | $ 20,000 | |||||
Related Parties Eight [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | 419,428 | 419,428 | |||||
Related Parties Nine [Member] | |||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | |||||||
Notes payable | $ 100,000 | $ 100,000 | $ 100,000 |
NOTES PAYABLE TO RELATED PART_3
NOTES PAYABLE TO RELATED PARTIES (Details Narrative) - USD ($) | May 31, 2022 | May 10, 2022 | May 10, 2022 | Mar. 31, 2024 | Mar. 27, 2024 | Mar. 12, 2024 | Dec. 31, 2023 | Jun. 09, 2022 |
Related Parties One [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | ||||
Debt interest rate | 10% | 10% | ||||||
Debt instrument maturity date | May 10, 2023 | |||||||
Related Parties Two [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | $ 12,500 | $ 12,500 | 12,500 | 12,500 | ||||
Debt interest rate | 10% | 10% | ||||||
Debt instrument maturity date | May 10, 2023 | |||||||
Related Parties Three [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | $ 20,000 | $ 20,000 | 20,000 | 20,000 | ||||
Debt interest rate | 10% | 10% | ||||||
Debt instrument maturity date | May 10, 2023 | |||||||
Related Parties Four [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | $ 5,000 | 5,000 | 5,000 | |||||
Debt interest rate | 10% | |||||||
Debt instrument maturity date | May 31, 2023 | |||||||
Related Parties Five [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | $ 15,000 | 15,000 | 15,000 | |||||
Debt interest rate | 10% | |||||||
Debt instrument maturity date | May 31, 2023 | |||||||
Related Parties Six [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | $ 15,000 | $ 15,000 | 15,000 | 15,000 | $ 15,000 | |||
Note Payables To Related Parties Six Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | 15,000 | 15,000 | ||||||
Debt interest rate | 10% | 10% | ||||||
Debt instrument maturity date | May 10, 2023 | |||||||
Related Parties Seven [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | 20,000 | $ 20,000 | ||||||
Note Payables To Related Parties Seven [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Debt interest rate | 10% | |||||||
Related Parties Eight [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | 419,428 | $ 419,428 | ||||||
Note Payables To Related Parties Eight [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Debt interest rate | 10% | |||||||
Related Parties Nine [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Notes payable | $ 100,000 | $ 100,000 | $ 100,000 | |||||
Note Payables To Related Parties Nine [Member] | ||||||||
NotesPayableToRelatedPartiesLineItems [Line Items] | ||||||||
Debt interest rate | 10% |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 23, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||
Common stock, shares authorised | 300,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Common stock, shares issued | 3,977,497 | 3,977,497 | |
Common stock, shares outstanding | 3,977,497 | 3,977,497 | |
Preferred Class A [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | |
Preferred stock, shares issued | 500,000 | 500,000 | |
Preferred stock, shares outstanding | 500,000 | 500,000 | |
Class A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | |
Preferred stock, shares issued | 500,000 | 500,000 | |
Preferred stock, shares outstanding | 500,000 | 500,000 | |
Preferred stock, voting rights | The Class A Preferred Stock, when voting as a single class, has the votes of at least 60% of the voting power of the Company. Further, the holder of the Class A Preferred Stock can convert one share of Class A Preferred Stock into two shares of the Company’s common stock, subject to adjustment. In addition, the holder of the Class A Preferred Stock is entitled to a liquidation preference of the Company senior to all other securities of the Company | ||
Class B Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares issued | 10,349,097 | ||
Extinguishment convertible debt | $ 9,675,000 | ||
Convertible debt including accumulated interest | $ 674,097 | ||
Preferred stock liquidation price | $ 3 |
EQUITY BASED PAYMENTS (Details
EQUITY BASED PAYMENTS (Details Narrative) - shares | 3 Months Ended | ||
Mar. 31, 2024 | Aug. 09, 2022 | Jan. 15, 2020 | |
2020 Stock Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock reserved shares | 2,222 | ||
Options granted | 0 | ||
2022 Stock Option Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock reserved shares | 833,333 | ||
Options granted | 0 | ||
2022 Restricted Stock Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock reserved shares | 833,333 | ||
Options granted | 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 01, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Royalty payable | $ 34,567 | |||
Consulting fees | 280,066 | $ 539,157 | ||
Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees | 0 | $ 7,000 | ||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivables | 27,593 | |||
Notes payable | 619,428 | 80,000 | ||
Notes Payables [Member] | Shareholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable outstanding | 5,152,028 | 5,152,028 | ||
Notes Payables [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable | 619,428 | $ 80,000 | ||
Limitless Performance Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Royalty payables percentage | 4% | |||
Amarose Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivables | $ 27,593 |